Exhibit 10.7
AMENDMENT NO. 1 TO
MILNER EMPLOYMENT
AGREEMENT
AMENDMENT (this
“Amendment”) made as of October 10, 2005 is by and
between El Pollo Loco, Inc. (the “Company”) and Pamela
Milner (the “Executive”). This Amendment amends,
effective as of the date hereof, the Employment Agreement (the
“Employment Agreement”) made as of September 30,
2005 between the Company and Executive.
1. The Employment Agreement is
hereby amended by restating Section 5 in its entirety to read
as follows:
“5. Employee Benefits .
During the Employment Term, Executive shall be provided, in
accordance with the terms of the Company’s employee benefit
plans as in effect from time to time, health insurance, retirement
benefits and fringe benefits (collectively “Employee
Benefits”) on the same basis as those benefits are generally
made available to other senior executives of the Company. Executive
shall be provided with annual vacation of three (3) weeks per
each 12-month period or additional weeks on a basis consistent with
Company policy.”
2. The Employment Agreement is
hereby amended by restating Section 7(c)(ii) in its entirety
to read as follows:
“(ii) For purposes of this
Agreement, “Good Reason” shall mean:
(A) Executive’s relocation by
the Company outside Orange County, California; or
(B) a reduction of Executive’s
title as set forth in Section 2(a) hereof; or
(C) a reduction of Executive’s
Base Salary (as increased from time to time) as set forth in
Section 3(a) hereof; or
(D) the failure of the Company to
provide or cause to be provided to Executive any of the employee
benefits described in Section 5 hereof; or
(E) a change in Executive’s
reporting relationship; or
(F) resignation after Executive
reaches the age of 60; provided that none of the events
described in clauses (A) through (E) of this
Section 7(c)(ii) shall constitute Good Reason unless Executive
shall have notified the Company in writing describing the events
which constitute Good Reason and then only if the Company shall
have failed to cure such event within thirty days after the
Company’s receipt of such written notice.”
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3. The Employment Agreement is
hereby amended by restating Section 7(c)(iii) in its entirety
to read as follows:
“(iii) If Executive’s
employment is terminated by the Company without Cause (other than
by reason of death or Disability), or by Executive with Good
Reason, Executive shall be entitled to receive:
(A) the Accrued Rights;
(B) a pro rata portion of any Annual
Bonus that the Executive would have been entitled to receive
pursuant to Section 4 hereof in such year based upon the
percentage of the calendar year that shall have elapsed through the
date of Executive’s termination of employment, payable when
such Annual Bonus would have otherwise been payable had the
Executive’s employment not terminated; and
(C) except in the case of
Executive’s resignation for Good Reason pursuant to clause
(c)(ii)(F) of this Section 7, and subject to Executive’s
continued compliance with the provisions of Section 8 and 9,
continued payment of the Base Salary until twelve 12 months after
the date of such termination; provided that aggregate amount
described in this clause (C) shall be reduced by the amount of
any other cash severance or termination benefits payable to
Executive under any other plans, programs or arrangements of the
Company or its affiliates.”
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4. The Employment Agreement is
hereby amended by restating Exhibit B in its entirety to
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